EMPLOYMENT AGREEMENT
AGREEMENT made as of MAY 25, 1999 between XXXX INSURANCE ASSOCIATES, INC.
("Employer"), with offices 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 and Xxxxxx
X. Xxxxx ("Employee"), residing at 00 Xxxxxxxx Xx, Xxxxxxxxxx, XX 00000.
WHEREAS, in order to induce Employer to engage Employee to perform services
for Employer, Employee agrees to enter into this Agreement upon the terms and
conditions hereof
NOW THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties agree as follows:
1. Employment The Employer hereby employs Employee as its Executive
Director-National Benefits Practice, and Employee hereby accepts such employment
under the terms and conditions hereinafter contained.
2. Term
2.1 The employment of Employee hereunder and the term of this Agreement
(the "Term") shall commence on a date to be mutually agreed upon by Employer and
Employee, but no later than 10/29, 1999, and shall continue for a two year
period, unless sooner terminated pursuant to Section 2.2 hereof. Employment
shall continue thereafter on at "employment at-will" basis, terminable by
Employer or Employee for any reason, or for no reason, upon 60 days written
notice to the other in accordance with Section 14.2 herein.
2.2 Notwithstanding the above, Employer shall have the right to terminate
this Agreement for cause at any time upon notice which sets forth the basis for
the termination. As used herein, "cause" shall mean:
(a) Loss, revocation or suspension of any license required for the
performance of Employee's duties, unless such loss, revocation or
suspension is cured within 30 days;
(b) Conviction of any non-traffic related felony, whether or not related
to the performance of Employee's duties;
(c) Conviction of any non-traffic related misdemeanor related to the
performance of Employee's duties;
(d) A holding or determination by a court, regulatory body or appropriate
tribunal that Employee has violated any material law or regulation
applicable to the Employee while fulfilling his obligations hereunder
the effect of which is
materially adverse to the Employer;
(e) Failure to perform any material duties required hereunder where said
non-performance remains uncorrected thirty (30) days after the
Employer gives written notice detailing such non-performance, unless
such failure is the result of a Disability (as defined in Section 2.4)
or occurs during such period as reasonably may be required to
determine whether there is a Disability which has been claimed by
Employee in accordance with the procedures of Section 2.4;
(f) The commission of an act involving, theft from Employer, or its
employees, clients or insurance markets;
(g) Willful misconduct or gross negligence in the performance or
non-performance of the Employee's obligations under this Agreement
remaining uncorrected, if reasonably susceptible to correction, thirty
(30) days after Employer gives written notice to Employee detailing
the acts of misconduct and/or gross negligence;
(h) Any breach of a material representation, warranty or covenant
contained herein;
(i) Conviction of Employee for a violation of a securities law or
regulation, if the same may, in the opinion of Employer's counsel,
have a material adverse effect on Xxxx Group Inc.'s status as a public
company.
2.3 Change of Control. If any materially adverse change occurs in the
title, compensation or duties of Employee within 12 months following upon a
"Change in Control", Employee will be entitled to a continuation of his then
base compensation (and continued participation in Company benefit plans and
programs or to payment of the amount which the Employer would have paid in his
behalf) for a duration of difference between 12 months minus the period which
has elapsed following the Change in Control until the happening of the event
above.
(a) The entitlement of Employee to payments hereunder shall not apply if
Employee is offered an employment agreement incident to a Change in
Control which continues his services and compensation as an executive
employee (regardless of whether his title and specific authority are
changed) for a term of at least 12 months.
(b) It is a condition to the entitlement of the Employee to the above
payments that Employee fulfills all obligations which continue to
apply to him after cessation of his employment.
(c) No payments under this Section shall be made if the Employee
terminates his
2
employment or fails to perform his required duties upon a Change in
Control.
(d) Any payments which might be due to Employee under the remaining
provisions of this Agreement which are applicable to periods after
termination of the services the Employee shall be credited against and
shall reduce the entitlement of the Employee to the compensation set
forth above in Section.
(e) As used herein, "Change in Control" shall mean the occurrence of (i)
and (ii) below during the term of this Agreement or at any time
thereafter while Employee continues to serve as Executive
Director-National Benefits Practice of the Employer,
(i) any acquisition of any person or entity of shares (or rights to
vote shares) which entitle such person or entity to elect a
majority of the members of the Board or Directors of Xxxx Group
Inc.; and
(ii) within 12 months following (i) above, a change occurs in the
composition of the Board of Directors of Xxxx Group Inc. such
that different individuals comprise a majority of the members of
the Board of Directors of Xxxx Group Inc. as compared with the
composition of the Board prior to such change in shareholdings.
2.4 Death or Disability.
(a) The Term shall terminate on the date of Employee's death, in which
event Employee's salary and benefits owing to Employee through the date of death
shall be paid to his estate.
(b) If, during employment: (i) in the opinion of a duly licensed physician
selected by the Employer and a duly licensed physician selected by Employee
(and, in the event of a disagreement between the two, a neutral third physician
who is selected by agreement of the parties), the Employee shall become
substantially unable to perform the duties and services required of him under
this Agreement because of physical or mental illness or incapacity
("Disability"), and (ii) such Disability continues for a period of 4 consecutive
months or 16 weeks in the aggregate during any twelve-month period; then and
only upon the occurrence of each of (i) and (ii) above, the Company may
terminate Employee's employment upon at least thirty (30) days' prior written
notice to Employee given at any time after the expiration of such 16-week or 4
consecutive month period.
2.5 In the event of termination as set forth in this Section 2, Employee
shall be entitled to receive his salary and benefits owing to Employee through
the effective date of termination. Employee shall not be entitled to any other
compensation under this Agreement upon termination of his employment pursuant to
this Section 2.
3
3. Duties
Employee agrees: (a) to perform all necessary acts and to devote full business
time and effort to the furtherance of maintaining and growing Employer's account
servicing and production of life/health/benefits insurance nationally (Employee
shall be based in Employer's New York City offices); (b) to manage Employer's
staff assigned to the life/health/benefits departments; (c) to perform
faithfully and to the best of his ability all assignments of work given to
Employee by Employer consistent with Employee's qualifications, status and
experience; (d) to abide by Employer's written policies and procedures, and by
such other policies and procedures of which Employee has received notice; and
(e) that during the Term of this Agreement, Employee will not engage in any
activity that competes in any way with Employer or interferes with the
performance of Employee's duties hereunder. For purposes of this paragraph,
Employer shall refer to Xxxx Insurance Associates, Inc. and it Affiliates (as
hereinafter defined).
4.Compensation/ Benefits
4.1 Salary. Employer agrees to pay Employee an annual salary of $235,000
payable bi-weekly or at such other interval as Employer may establish for its
usual payroll payment and subject to required withholding of taxes, social
security, benefit payments, etc.
4.2 Commissions equal to the following percentages of Earned Commissions
(as hereinafter defined) on Property & Casualty insurance business originated by
Employee for Employer, subject to reduction as set forth below:
i. Non-Program Accounts: 30% of Earned Commissions received by
Employer on new property and casualty accounts (except Program Business)
and 20% of Earned Commissions received by Employer on renewal of property
and casualty accounts (except Program Business).
ii. Program Accounts:5% of premium received by Employer on new Program
Business and 2.5% of premium received by Employer on renewal Program
Business or the commission equivalent, subject to the billing preference of
Employer. The scope and nature of all Program Business referred to in this
Agreement shall be exclusively determined by Employer.
(a) Accommodation Business. No Commission shall be paid to Employee on new
and renewal Accommodation Business. The scope and nature of all
Accommodation Business referred to in this Agreement shall be
exclusively determined by Employer. Individual medical insurance will
be treated as Accommodation Business for which no commission will be
paid.
4
(b) Insurance Underwritten by Affiliate. Notwithstanding any other
provision of this Agreement, the Earned Commission for insurance
underwritten or reinsured by an affiliate of Employer shall in no
event exceed 16% of premiums, even if the actual percentage received
by Employer is greater.
(c) "Earned Commissions" shall mean and include gross commissions, fees,
and other income received by Employer on all paid-in full premiums (or
installments thereof) from accounts originated by Employee for
Employer during the Term of this Agreement, but does not include any
general agency overrides, volume or persistency bonuses, etc. Gross
commissions do not include any contingent commission or expense
reimbursement allowances that Employer receives, regardless of whether
insurance originated by Employee is included in the computation or
determination thereof. In calculating "Earned Commissions", the
following should be excluded: (i) any commission, fee and/or return
premium that are repaid or become repayable by Employer to customers
and/or insurers and; and (ii) any commission and/or fee Employer is
obligated to pay to an independent contractor, sub-broker and/or
sub-agent.
(d) For purposes of this Agreement, all insurance business originated by
Employee that is billed and paid in full during the Term of this
Agreement, regardless of the effective coverage date, shall be deemed
originated under this Agreement.
4.3 Benefits. Employee shall be entitled to participate in Employer's
insurance and other benefit plans, in accordance with the provisions of such
plans on terms and conditions no less favorable to Employee than generally
available to Employer's other employees of comparable levels of responsibility
and compensation, unless otherwise specifically provided in such plans. The
Employer reserves the right to amend, terminate and/ or suspend such benefits
generally in a manner which does not adversely discriminate against Employee.
4.4 Reimbursement of Automobile Expenses. Employer shall reimburse Employee
for all ordinary and necessary automobile expenses incurred by Employee as a
result of Employee's activities on behalf of Employer which qualify' under IRS
regulations, the annual total of which shall not exceed $12,000.00.
4.5 Annual Incentive Bonus. Employee shall be entitled to participate in
Employer's Annual Incentive Plan (the "Plan"). Specifically, annual Threshold
Contribution Margin [defined as Benefit & Life Net Revenue less direct expenses
("Contribution Margin") equal to the greater of 87% of budgeted Contribution
Margin or $2,118,000] is subtracted from actual annual Contribution Margin. Any
positive excess becomes the basis for the AIP award pool. The AIP award pool
equals 22% of the excess. Employee will be entitled to 100% of the AIP award
pool subject to a maximum AIP award equal to $125,000. Notwithstanding anything
to the contrary set forth in the terms of the Plan, Employer agrees that during
the Term of this Employment Agreement, Employee's bonus calculated in accordance
with the Plan and subject to the provisions of this Section 4.5 shall not be
subject to any discretionary reduction and shall be
5
subject to pro-ration for partial periods notwithstanding any discretionary or
permissive features contained in the Plan.
4.6 Options. On or about June 30, 1999, Employee shall receive an option to
purchase 10,000 shares of Xxxx Group Inc. stock at an exercise price to be
determined (but no greater than the fair market value of Xxxx Group Inc. common
stock on the date that the option is granted), in accordance with the Xxxx Group
Inc. Supplemental Stock Option Plan.
4.7 Restricted Stock. Employee shall be granted Xxxx Group Inc. Performance
Stock, (pursuant to the Xxxx Group Inc. Stock Performance Plan) with a trading
value (as of the date of the grant) of $100,000 (13004 shares @ $7.69 per
share). A copy of the Xxxx Group Inc. Stock Performance Plan and Agreement
Letter are Attachments B and C, respectively to this Agreement.
4.8 Employer agrees to purchase a split-dollar life insurance policy for
the benefit of Employee in accordance with the insurance plan and terms set
forth on Schedule 4.8 annexed hereto. In the event of a Change in Control,
Employee shall have the option to assume ownership of such split-dollar life
insurance policy from Employer, and Employer shall recoup, from the insurance
company which issued the policy, all premiums paid through the date that
Employee assumes ownership of the policy.
5. Representations and Warranties
5.1 Subject only to the matters described in the following paragraph,
Employee warrants that he has full power and authority to enter into this
Agreement and that such act, and the performance of his obligations hereunder
will not conflict with any other agreements or understandings to which he is a
party or by which he is bound.
Employer acknowledges that Employer has received and reviewed with counsel
a copy of the Employment Agreement between Employee and Xxxxxx Xxxxxx Consulting
Group, Inc. ("Previous Employer") dated August 1, 1995 and amended as of August
1, 1998 (the "Previous Agreement"). Employer hereby agrees to indemnify and hold
Employee harmless from and against any claim or litigation asserted by Previous
Employer against Employee arising from the provisions of Section 6 of the
Previous Agreement or from the commencement of the term of Employee's employment
hereunder, including the costs of defense (including reasonable attorneys' fees
and disbursements), as well as the costs of any liability or settlement.
Employer may defend any such matter with counsel of its choice, who shall be
reasonably acceptable to Employee. Employee shall cooperate with Employer in the
defense of any such claim and shall be entitled to participate in such defense
at his own cost with counsel of his choice.
5.2 Employee represents and warrants that to the extent that he heretofore
received any proprietary, confidential or privileged information of any third
party, Employee is instructed and agrees to keep such information in confidence
in fulfillment of his legal, ethical and/or contractual obligations to such
third party. Employer neither requests nor desires any disclosure of such
6
information to Employer.
5.3 Each party hereto represents and warrants that this Agreement is the
valid and binding obligation of such party, enforceable against such party in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of
creditors' rights generally or by limitations on the availability of equitable
remedies.
5.4 Employee represents and warrants that he holds a current, valid license
issued by the New York Insurance Department, a copy of which is attached as
Exhibit 5.4 to this Agreement.
6. Limitations on Competing Interests
6.1 During the term of this Agreement, Employee shall not, without prior
written disclosure to the Employer and consent by it, acquire or maintain any
material, financial or economic interest in, or accept any position,
association, employment, gratuities or compensation from any person,
corporation, firm, partnership or other entity whatsoever whose business is
competitive with the business of the Employer or its affiliates.
6.2 No provision of this Agreement shall be deemed to prohibit Employee
from making passive business investments or serving on the boards of directors
of civic groups or of other businesses that do not compete with Employer or its
affiliates so long as such activities do not conflict with the written policies
of Employer, including any policies requiring the disclosure of such activities
or preclude Employee from performing his obligations pursuant to this Agreement;
provided, however, that neither Employer nor its affiliates shall have
responsibility or liability for any such activities of Employee. Employer's
written policies applicable to Employee shall contain the same terms and
conditions generally applicable to employees of comparable levels of
responsibility and compensation.
7. Securities Law Compliance
7.1 Employee represents and warrants as follows:
(a) no event, act or omission has occurred prior to the effective date of
this Agreement (including without limitation any criminal conviction or failure
on Employee's part to contest any criminal proceeding, or any judicial or
administrative decree or order by which Employee is bound or event affecting any
business as to which Employee was a director, officer employee or service
provider) which would in any manner (i) require disclosure pursuant to the
provisions of Regulation S-K promulgated under the Securities Act of 1933
regarding disclosures of "Involvement in certain legal proceedings"; or (ii)
limit Employee's ability to serve as an employee of the publicly held company;
or (iii) occasion the concern of any Federal or State regulatory body (including
without limitation the Securities and Exchange Commission or any body with which
the securities of the Employer may be listed) regarding Employee's capacity,
qualification, character or fitness, or (iv) result in the refusal or inaction
of any provider of
7
directors and officers liability insurance and/or errors and omissions insurance
and/or fidelity insurance to include Employee within its coverage; and
7.2 In amplification of 7.1 above, except as disclosed in writing to
Employer, Employee has not been in any manner involved in any civil, criminal,
judicial or regulatory proceeding involving any insurance or reinsurance broker,
agent, consultant or intermediary, and/or any entity with responsibility of any
nature or kind for the auditing of the foregoing or for the monitoring or
investment of the assets of the foregoing.
7.3 Disclosure of Conflicts of Interest; Abstention from Speculation in
Securities of Client
(a) In order to avoid actual or apparent conflicts of interest, Employee
shall take all necessary actions to disclose to Employer any direct or indirect
ownership or financial interest in any company, person or entity which is a
service provider to Employer, an actual or intended client of the Employer, an
insurer or reinsurer of the Employer or which is engaged in by the Employer.
(b)While Employee is employed by Employer, Employee shall abstain from any
direct or indirect acquisition of securities of the Employer or its clients or
customers except as may be specifically approved in writing by Employer upon
Employee's prior written request, and from divulging or appropriating to
Employee's own use or to that of others any secret, confidential or proprietary
information or knowledge regarding the Employer, its clients or customers for
the purpose of speculation in the securities of any of them.
7.4 General Requirements Employee shall observe such business ethics,
premises security and similar Employer requirements as may from time-to-time
apply generally to employees having comparable levels of responsibility and
compensation.
7.5 Xxxxxxx Xxxxxxx Considering that the Employer is a subsidiary of a
publicly-traded corporation, Employee hereby agrees that Employee will comply
with any and all federal and state securities laws including but not limited to
those that relate to non disclosure of information, xxxxxxx xxxxxxx and
individual reporting requirements and shall specifically abstain from discussing
the Employer's business affairs with any individual who does not have a business
need to know such information for the benefit of Employer.
8. Ownership of Insurance Accounts, Work Product, Etc.
Employee expressly agrees that: (a) any and all insurance business produced
or transacted by Employee or referred to Employee by any entity; (b) any
proposal which Employee may develop for the production, transaction or referral
of any insurance business; and/or (c) any other work product produced by or work
performed by Employee while Employee is employed by Employer is and shall be the
permanent and exclusive property of Employer. The aforesaid
8
business, proposals, work product and/or work shall be for Employer's exclusive
benefit to use and exploit, or to decline to use or exploit, during and/or
following the period of Employee's services without: (a) any claim or right by
Employee to further remuneration, and/or (b) any claim or right by Employee
against Employer and/or any other entity.
9. Protection of Confidential Information
9.1 Employee will not at any time, during or after the period of Employee's
employment, divulge or appropriate to Employee's own use or to the use of
others, any secret, confidential or proprietary information or knowledge
regarding the Employer or its clients, either obtained by Employee or of which
Employee becomes aware in any manner whatsoever during or in connection with
Employee's services.
9.2 Employee acknowledges that the following constitute business assets of
the Employer which are confidential: (a) the Employer's list of prior, current
or proposed clients or accounts; (b) information regarding actual or potential
providers of insurance or reinsurance to the clients of the Employer; (c)
information regarding actual or potential wholesale or specialty brokers who
assist or may assist in finding insurance or reinsurance for clients of the
Employer; and/or (d) information regarding the structure and operations of
programs of insurance for groups of insureds.
10. Protection of Employer Property All records, files, manuals, lists of
customers, blanks, forms, supplies, computer programs, and/or other materials
furnished to Employee by Employer used by Employee on Employer's behalf, or
generated or obtained by Employee during the course of Employee's employment,
shall be and remain, the property of Employer. Employee further acknowledges
that this property is confidential and is not readily accessible to Employer's
competitors. Upon termination of employment hereunder, Employee shall
immediately deliver to Employer or its authorized representative all such
property, including all copies, remaining in Employee's possession or control.
11. Restrictive Covenant
In view of the personal identification of customers and sources with
brokerage employees, the potential exists for appropriation by employees of the
benefits of the relationships developed with such customers and sources, despite
Employer's investment in the development of those relationships on its behalf.
Accordingly, since Employer would suffer irreparable harm if Employee should
leave the employment of the brokerage and solicit customers, establish or work
on competing insurance programs, or solicit any other employee to terminate its
relationship with Employer, it is reasonable to protect Employer against such
activities for the limited period of time necessary for Employer to establish,
renew and/or restore its business relationship with the foregoing individual and
commercial customers and sources.
For the above reasons, in the event that Employee ceases to be an employee
of Employer for any reason ("Withdrawal from the Company"), Employee may conduct
business in
9
competition with Employer. However, for the two (2) year period immediately
following the Withdrawal from the Company, Employee may not:
(i) directly or indirectly solicit, join, provide services to, advise,
give assistance to, or contact any person or entity who was a client
of Employer, or any employee of such client, with respect to the
provision of insurance or insurance-related services;
(ii) accept compensation in any form from any person or entity who was a
client of Employer, or any employee of such client, with respect to
the provision of insurance or insurance-related services;
(iii)solicit any persons or entities who, to the knowledge of Employee,
are or were identified through leads developed while Employee was
employed by Employer;
(iv) solicit professional relationships introduced to such Employee by any
employee or client of Employer while Employee was an employee of
Employer;
(v) offer employment to or employ any person who is then, or had been
within 6 months of such offer, an employee of Employer; or
(vi) solicit any employee of Employer to terminate his or her employment.
Employee acknowledges that a material part of his current and future
compensation, including salary increases and/or bonuses (including, without
limitation, Employee's participation in Employer's Annual Incentive Plan) is
being paid in consideration for Employee's promises to honor the restrictive
covenants and confidentiality aspects of this Employment Agreement. The Employee
agrees that the restrictive covenants and confidentiality provisions set forth
in this Employment Agreement are both reasonable and necessary to protect the
vital interests of Employer and to promote an open and productive working
relationship between Employer and Employee, from which Employee will benefit.
12. Advise of Counsel
Employee acknowledges that, in connection with this Agreement, Employee has been
advised to seek the advise of counsel and is now so advised.
13. Covenant to Cooperate Employee agrees to furnish such information and
proper assistance to Employer during and/or following the period of Employee's
services as may reasonably be required by Employer in connection with any
litigation, regulatory or administrative investigation or proceeding in which
the Employer is or may become a party.
14. Miscellaneous
10
14.1 Definition of Affiliate The term "Affiliate", shall be defined for the
purpose of this Agreement to mean any entity directly or indirectly controlling,
controlled by or under common control with the Employer, including but not
limited to the parents, subsidiaries and/or associated entities of the Employer.
14.2 Notice All notices and other communications that are required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given if hand delivered against receipt, or mailed,
registered or certified mail, return receipt requested, postage prepaid, or
delivered by facsimile transmission as follows:
To Employee at:
Attention:
To Employer at: Xxxx Insurance Associates, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, President
With a copy to: Xxxx Insurance Associates, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxx, General Counsel
or to such other address as any party shall have specified by notice in writing
to the others.
14.3 Applicability of Agreement This Agreement shall apply with respect to
Employee's services on behalf of Employer and its affiliates.
14.4 Counterparts This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
14.5 Paragraph Heading The headings of Paragraphs of this Agreement are for
convenience and reference only and shall not affect the construction or
interpretation of any of the provisions hereof
14.6 Severability of Agreement Provisions It is the desire and intent of
the parties
11
that the provisions contained in this Agreement shall be enforceable to the
fullest extent permitted by law. The invalidity and/or unenforceability in whole
or in part of any provision of this Agreement shall not render invalid or
unenforceable any other provision of this Agreement, which instead will remain
in full force and effect.
14.7 Scope of Agreement This Agreement contains the entire Agreement of the
parties concerning its subject matter, superseding all prior representations,
agreements, and understandings between the parties with respect to the subject
matter herein and supersedes and nullifies all prior understandings and
agreements with respect to the subject matter hereof. This Agreement may be
changed only by a written instrument signed by both parties.
14.8 Non-Assignability of Agreement This Agreement may not be assigned by
Employee without the prior written consent of Employer, and any assignment
without such written consent shall be void and of no effect. Employer, however,
shall have the right to assign this Agreement which will then remain in full
force and effect between the Employer and the assignee.
14.9 Waiver of Breach Not a Waiver of Subsequent Breaches The waiver by
Employer or Employee of any breach of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.
14.10 Right to Injunctive Relief Employee acknowledges that damages at law
will be an insufficient remedy for Employer in the event of a breach by the
Employee of paragraphs 8, 9, 10 and 11 of this Agreement. Therefore, it is
agreed that in the event of any such breach or threatened breach, the Employer
and/or its affiliates shall be entitled, in addition to any other remedies and
damages available at law or in equity, to an injunction to restrain such breach
or threatened breach thereof by Employee, his partners, agents, servants,
employers and/or employees, and any other person(s) acting for or with Employee.
Employee agrees to pay any and all reasonable attorney's fees and expenses
incurred by the Employer and/or its Affiliates in enforcing any covenants
contained in paragraphs 8, 9, 10 and/or 11.
Any rights or remedies of either party pursuant to the provisions of this
Agreement shall be in addition to, and not in substitution of, any rights or
remedies otherwise available to either party by law.
14.11 Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no
rule of strict construction shall be applied against any party.
14.12 Enforceability This Agreement shall be governed by and enforced
according to
12
the laws of the State of New York regardless of its place of execution or
performance.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
Witness Employer
/s/ ILLEGIBLE By: /s/ ILLEGIBLE
------------------------------- ---------------------------
Witness Employee
/s/ ILLEGIBLE
------------------------------- ---------------------------
5/25/99
13
